Exhibit 10.19(b)


 





 


[Date]


 


[Name and Address]


 


	
  Re:

  	
   

  	
  [Agreement]
  (such agreement, together with all exhibits, schedules, amendments,
  modifications, restatements, or other supplements thereto, and any other
  documents executed or delivered in connection therewith, the (“Agreement”))

  



 


Dear [Name]:


 


As you know, to effect the
pending reorganization, Equitable Resources, Inc. (“Equitable”) will merge
with a second tier subsidiary (the “Merger”), which will result in a first tier
subsidiary (“New EQT”) becoming the new publicly traded parent company of the
Equitable family of companies.  Following
the Merger, we will transfer to the new parent company all of the assets and
liabilities of existing Equitable Resources (including the Agreement) other
than those associated with our existing Equitable Gas Company division (the
“Asset/Liability Transfer”).


 


As part of the Asset/Liability Transfer, New EQT will
assume all of Equitable’s rights, interests, obligations and liabilities under
and to the Agreement and will be substituted for all purposes for Equitable
under the Agreement pursuant to an Assignment and Assumption Agreement (the
“Contract Assignment”).  Other than
changing your counterparty to the Agreement from the existing parent company of
the Equitable family of companies to the new parent company, the reorganization
will have no effect on the Agreement. 
Accordingly, following the Merger and Contract Assignment the Agreement
will continue to govern your relationship with New EQT.


 


In addition, upon completion of the reorganization,
your awards representing shares of Equitable common stock under the 1999
Non-Employee Directors’ Stock Incentive Plan (the “1999 Plan”) will become
awards representing shares of the common stock of New EQT and any deemed
investment in common stock of Equitable under the Directors’ Deferred
Compensation Plan or the 2005 Directors’ Deferred Compensation Plan
(collectively, the “DDCP”) will become a deemed investment in the common stock
of New EQT.  The number of shares
represented, the terms and any exercise price associated with your awards will
remain the same and will remain subject to the existing agreements
and 1999 Plan.  If elected or
awarded, future deferrals to the Company Stock Fund under the DDCP will be
deemed to be invested in the common stock of New EQT.


 

















 


We hereby request that you acknowledge, by signing the
enclosed copy of this letter in the space provided below and returning it to
the address set forth below, that (1) following the Merger and Contract
Assignment the Agreement will constitute legally binding agreement between you
and New EQT and (2) the form of Assignment and Assumption Agreement
attached hereto as Exhibit A is satisfactory to transfer all
agreements between you and Equitable to New EQT as part of the Asset/Liability
Transfer.


 


	
  Please return letter to:

  	
   

  	
  Jonathan M. Lushko, Esq.

  
	
   

  	
   

  	
  Equitable Resources, Inc.

  
	
   

  	
   

  	
  225 North Shore Drive

  
	
   

  	
   

  	
  Pittsburgh, PA 15212-5861

  



 


If you have any questions, please do not hesitate to contact Kimberly
Sachse at 412-553-5758 or me at 412-553-7760.


 


Sincerely,


 


 


Equitable Resources, Inc.


 


 


ACKNOWLEDGED, CONFIRMED, 

CONSENTED TO AND AGREED:


 


	
   

  	
   

  



 


2

















 


Exhibit A


 


Assignment and Assumption Agreement


 


THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as
of the      day of
                ,
2008, by and between Equitable Resources, Inc., a Pennsylvania corporation
formed in 1926 (“Assignor”) and Equitable Resources, Inc., a Pennsylvania
corporation formed in 2008 to effect a holding company reorganization of
Assignor (“Assignee”).


 


WITNESSETH:


 


WHEREAS, the Assignor desires to assign and transfer to the Assignee
all of Assignor’s right, title and interest under and to the agreements
identified on Exhibit A attached hereto (the “Transferred
Agreements”); and


 


WHEREAS, the
Assignee desires to substitute itself for and become the successor to the
Assignor with respect to the Transferred Agreements and to assume and perform
all of the Assignor’s covenants, agreements, duties, responsibilities and
obligations under and to the Transferred Agreements.


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
agree as follows:


 


1.             The Assignor does hereby assign,
sell, transfer, and set over to Assignee, its successors and assigns forever,
all of Assignor’s right, title and interest in and to the Transferred
Agreements.  Such assignment shall be
effective as of the date hereof.


 


2.             The Assignee hereby assumes and
agrees to promptly perform all covenants, agreements, duties, responsibilities
and obligations of Assignor under the Transferred Agreements.  Assignor shall have no further duties,
responsibilities or obligations with respect to the Transferred Agreements
effective as of the date hereof.


 


3.             The Assignor and
Assignee hereby covenant, from time to time at the request of the other party
and without further cost or expense to such party, to execute and deliver such
other instruments which the other party may reasonably request in order to more
effectively consummate the transactions contemplated by this Agreement.


 


4.             This Agreement
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to the conflicts-of-laws
provisions thereof.


 


3

















 


5.             This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


6.             This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same original.


 


[Signature Page Follows]


 


4

















 


IN WITNESS WHEREOF, Assignor and Assignee have
executed this Agreement as of the date first written above.


 


 


EQUITABLE RESOURCES, INC.


(organized in 1926)


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  James E. Crockard, III

  
	
  Title:

  	
  Treasurer

  
				



 


 


EQUITABLE RESOURCES, INC.


(organized in 2008)


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Philip Conti

  
	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
				



 


5

















 


Exhibit A


 


[Agreements]